Posts pertinent to the entrepreneurial economy. From 2016 onward, focused more on private securities offering exemptions and topics related to startup and emerging company financing.

4 posts categorized "Cap Tables"

By http://profile.typepad.com/1237764140s22740 //
September 22, 2012
in Cap Tables

Just for fun, here is a roughly reconstructed cap table for Square, the company with the marquee founder, Jack Dorsey of Twitter. Square commercializes a credit card reader for phones and iPads.

I'm making all kinds of assumptions, and frankly I don't really understand the FF Preferred Stock. But this reconstruction is based on a review of Square's Delaware charter filings (which are public documents). From the charter, you can know the number of shares authorized in each round of preferred stock, and you can infer how each round was priced from the stated liquidation preferences and antidilution adjustment ratios.

My cap table differs in some respects from the information about Square's financings on CrunchBase. For example, CrunchBase treats the Series B-1 and Series B-2 rounds as a single round, whereas the charter strongly suggests that the two classes were priced differently.

There may be arithmetical errors in this table. If you find one, let me know and I'll re-run it.

The aggregate number of Common and Series FF shares outstanding is entirely an educated guess, based on reports (e.g., this one) of the company's pre-money valuation for the current round that involved Starbucks and others. I did not attempt in any way to verify the rumored valuations.

By http://profile.typepad.com/1237764140s22740 //
February 13, 2012
in Cap Tables

I'm working on a Facebook cap table, but it's slow going. Facebook's private financing history is complex!

Below the photo are highlights of what I'm finding so far, subject to refinement or correction. The key sources are Facebook's current charter and the S-1 filing.

There are approximately 2.5 billion shares outstanding, on an as-converted, fully diluted basis.

Five series of preferred stock amount to approximately twenty-one or twenty-two percent of the equity, on an as-converted basis.

Three series of preferred convert into common on a greater than 1-to-1 basis, if only slightly so. (The highest is Series D, at 1.0125606 to 1). This suggests there have been anti-dilution adjustments along the way.

Notwithstanding the ratcheting, Facebook raised more than $700 million in preferred stock financings with remarkably modest dilution to the classes of common stock.

Outstanding equity incentives, in the form of stock options and restricted stock units, make up over 20% of the equity. Almost one quarter of this number is taken up by a huge, 120,000,000 share option held by CEO Mark Zuckerberg.

I'm likely to keep plugging away at the spreadsheet from time to time. It's more difficult to reconstruct than most, in part because the charter doesn't tell as much about the terms of the late and significant issuance of common stock to/via Goldman Sachs and others, as it does about the preferred.

Here's an update to FourSquare's cap table, reconstructed from its most recent charter filing and taking at face value TechCrunch's report of a $550 million pre-money valuation for its most recent financing.

I don't know how many of the estimated common shares are in the option pool, but even if it's a healthy number, the founders appear to have control, subject to the right of the Preferred (all three series voting together as a single class) to approve a sale.

No rocket science, this, but interesting to pull together just the same . . .

There are enough bits and pieces on the Web and in the public domain about FourSquare's investors and deal terms, that it is possible to construct a rough cap table.

Here’s my cut at it:

I know it’s imperfect because I’m coming up with a total share number that is about 2.6% too big. The total authorized capital of FourSquare is 11,468,958 shares, short by 229,250 shares to accommodate the conversion of all of the preferred shares I am estimating.